This Terms of Service Agreement (the “Agreement”) is an agreement between you (the “CLIENT”) and the NALA. The NALA provides CLIENTS with Internet Marketing including, but not limited to News Releases, Directory Management, Website Design, Website Development, Search Engine Optimization, Content Marketing and Paid Search Advertising (as defined below) to help the CLIENT create and manage their websites by providing general and personalized content, website hosting services, communication tools and forums, mobile applications, and ecommerce tools and services (collectively, the “Services”).
Services begin upon acceptance of signed Agreement by the NALA.
Services and products provided by the NALA and the term of this Agreement begins upon the acceptance of the signed Agreement by the NALA.
the NALA will notify Client by email to confirm the products and services purchased by Client and to send important information regarding Client’s account. Client acknowledges that from time to time Client may receive email notifications and communications, as well as payment receipts when payments have been processed during the term of this Agreement
Client acknowledges that signer has not relied upon any oral promise, statement, representation or inducement, other than as written herein, in executing and agreeing to be bound by this Agreement.
The parties agree that this Agreement has been entered into in Ventura, California. The Agreement shall be governed by the laws of the State of California.
Failure of Client to utilize products or services during the term of this Agreement does not relieve Client from the obligation to pay for services nor does it extend the term of the Agreement.
Checks submitted as payment, at the discretion of the NALA, may be converted to an electronic payment. To opt out of check conversion, Client shall notify the NALA at the email or physical address shown above fifteen (15) days prior to payment due date.
If Client shall fail to pay when due, any payment under this Agreement, the NALA, in the sole discretion of the NALA, may cease performing all services that remain unpaid under this agreement
Should any product, service or component of the NALA become unavailable during the term of this Agreement, the NALA, in its sole discretion may substitute another product, service or component thereof, with a value equal to or greater than the value of the unavailable product, service or component due client.
If a dispute arises concerning or relating to this Agreement, the parties shall submit such dispute to final and binding arbitration pursuant to the terms of this Agreement. For purposes of this Agreement, the court of proper jurisdiction is the Ventura County Superior Court in the State of California. Each of the parties hereto agrees to accept the jurisdiction of said court and waives any right to challenge such jurisdiction or request a change of venue.
Any arbitration pursuant to this Agreement shall occur in Ventura County, California under the auspices of the American Arbitration Association in accordance with its rules then prevailing. Any order, decision or award of any such arbitration shall be final and binding on the parties hereto and enforceable in any court of competent jurisdiction.
Client, and not the NALA, is responsible for the content and accuracy of all submissions, including but not limited to, news copy, posts, re-posts, photos, images, videos, links, comments, uploads, and other information used or submitted by Client as part of the distribution of Clients' press releases, blogs, NASS recordings, posts or other NALA products; even if such copy has been reviewed, edited or written by the NALA or its agents for Client. Furthermore, Client, and not the NALA, as the owner of said materials, including those released materials containing images and video, is solely responsible for the facts and accuracy thereof, and for obtaining all rights for distribution and / or posting.
the NALA shall not be liable for any delay or failure to perform the obligations under this Agreement, which delay or failure is due to causes beyond the reasonable control of that party, including acts of God, strikes, lockouts, fire, floods, embargoes, governmental acts or regulations, war or civil disturbances. The delayed party’s time for performance shall be extended for a period of time equivalent to the time lost because of excusable delay.
the NALA is not responsible for, and expressly disclaims all liability for, damages of any kind arising out of use, reference to, or reliance on any information contained within the NALA website or any services including software programs provided by the NALA to Client. While the information contained within the NALA website is periodically updated, no guarantee is given that the information provided in the website is exact, complete, or up-to-date. Other than what is expressly set forth in this Agreement, the NALA makes no specific promise regarding content, specific functions of the services, their reliability, availability, or ability to meet specific needs. the NALA is expressly not liable for any loss or damage of lost revenues, data, financial losses or any other loss or damage of Client.
Limitation of Liability. If Client has any basis for recovering damages (including breach of these Terms), Client agrees that the amount of recovery is limited to one month’s service fee for the month during which the breach occurred. Client cannot recover any other damages or losses, including direct, consequential, lost profits, special, indirect, incidental or punitive. These limitations and exclusions apply even if this remedy doesn’t fully compensate Client.
If any product or service provided by the NALA includes links providing direct access to other Internet resources, including websites, the NALA is not responsible for the accuracy or content of information contained in those sites.
Links from the NALA to third party websites does not constitute an endorsement by the NALA of the third party website, their products or services. Product information is based solely on material received from suppliers.
Client agrees to be solely liable for all users who have access to services, including Client’s employee(s), reviewer(s) and review(s) posted by third parties or anyone else Client provides access to Client’s account, client accepts responsibility for their compliance with all terms and conditions of this agreement.
Client agrees and acknowledges the NALA has the right to remove any copyright protected content or images at any time during or after this agreement to avoid additional Client fees or charges.
In the event that any provision of this Agreement, becomes or is declared to be illegal, invalid or unenforceable, the remaining provisions and terms, shall nevertheless be binding and enforceable under the laws of the State of California.
the NALA reserves the right at any time and from time to time to modify or discontinue, (temporarily or permanently), the Service (or any part thereof). Client agrees that the NALA shall not be liable for any modification, suspension or discontinuance of the Service, except as expressly provided to the contrary in this Agreement. Any waiver, modification or amendment of any provision of this Agreement shall be effective only if in writing and signed by the parties hereto.
This Agreement shall be interpreted and construed without regard to any principle regarding construing or interpreting an Agreement, against any party drafting the Agreement, or any portion thereof.
Each and all of the covenants, terms, provisions and agreements herein contained shall be binding upon an inure to the benefit of the parties hereto and their respective heirs, assigns, successors and legal representatives.
the NALA does not share your personal information with outside Companies or persons other than those who are contracted, in limited instances to provide services. Credit Card and personal information is encrypted and secure thru the NALA’s use of our Secure Sockets Layer (SSL), the industry standard in software to ensure secure commerce transactions.
ALL PURCHASES ARE FINAL AND NON-REFUNDABLE unless otherwise provided by law or a specific Service Offer.
Client has read, understands and agrees to be bound by the terms, conditions and provisions set forth in this Agreement including any attachments. This Agreement supersedes any and all prior agreements.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the date set forth below.
1. ACCEPTANCE OF TERMS
2. MODIFICATIONS TO THIS AGREEMENT
We reserve the right, at our sole discretion, to change, modify or otherwise alter these terms and conditions at any time. Such modifications shall become effective immediately upon the posting thereof. You must review this agreement on a regular basis to keep yourself apprised of any changes. You can find the most recent version of the TOU at: thenala.com/termsofuse.
You understand that all postings, messages, text, files, images, photos, video, sounds, or other materials ("Content") posted on, transmitted through, or linked from the Service, are the sole responsibility of the person from whom such Content originated. More specifically, you are entirely responsible for each individual item ("Item") of Content that you post, email or otherwise make available via the Service. You understand that THE NALA does not control, and is not responsible for Content made available through the Service, and that by using the Service, you may be exposed to Content that is offensive, indecent, inaccurate, misleading, or otherwise objectionable. Furthermore, the THE NALA site and Content available through the Service may contain links to other websites, which are completely independent of THE NALA. THE NALA makes no representation or warranty as to the accuracy, completeness or authenticity of the information contained in any such site. Your linking to any other websites is at your own risk. You agree that you must evaluate, and bear all risks associated with, the use of any Content, that you may not rely on said Content, and that under no circumstances will THE NALA be liable in any way for any Content or for any loss or damage of any kind incurred as a result of the use of any Content posted, emailed or otherwise made available via the Service. You acknowledge that THE NALA does not pre-screen or approve Content, but that THE NALA shall have the right (but not the obligation) in its sole discretion to refuse, delete or move any Content that is available via the Service, for violating the letter or spirit of the TOU or for any other reason.
4. THIRD PARTY CONTENT, SITES, AND SERVICES
THE NALA site and Content available through the Service may contain features and functionalities that may link you or provide you with access to third party content which is completely independent of THE NALA, including web sites, directories, servers, networks, systems, information and databases, applications, software, programs, products or services, and the Internet as a whole.
Your interactions with organizations and/or individuals found on or through the Service, including payment and delivery of goods or services, and any other terms, conditions, warranties or representations associated with such dealings, are solely between you and such organizations and/or individuals. You should make whatever investigation you feel necessary or appropriate before proceeding with any online or offline transaction with any of these third parties.
You agree that THE NALA shall not be responsible or liable for any loss or damage of any sort incurred as the result of any such dealings. If there is a dispute between participants on this site, or between users and any third party, you understand and agree that THE NALA is under no obligation to become involved. In the event that you have a dispute with one or more other users, you hereby release THE NALA, its officers, employees, agents and successors in rights from claims, demands and damages (actual and consequential) of every kind or nature, known or unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way related to such disputes and / or our service. If you are a California resident, you waive California Civil Code Section 1542, which says: "A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which, if known by him must have materially affected his settlement with the debtor."
5. PRIVACY AND INFORMATION DISCLOSURE
You agree not to post, email, or otherwise make available Content:
a) that is unlawful, harmful, threatening, abusive, harassing, defamatory, libelous, invasive of another's privacy, or is harmful to minors in any way;
b) that is pornographic or depicts a human being engaged in actual sexual conduct including but not limited to (i) sexual intercourse, including genital-genital, oral-genital, anal-genital, or oral-anal, whether between persons of the same or opposite sex, or (ii) bestiality, or (iii) masturbation, or (iv) sadistic or masochistic abuse, or (v) lascivious exhibition of the genitals or pubic area of any person;
c) that harasses, degrades, intimidates or is hateful toward an individual or group of individuals on the basis of religion, gender, sexual orientation, race, ethnicity, age, or disability;
d) that violates the Fair Housing Act by stating, in any notice or ad for the sale or rental of any dwelling, a discriminatory preference based on race, color, national origin, religion, sex, familial status or handicap (or violates any state or local law prohibiting discrimination on the basis of these or other characteristics);
e) that violates federal, state, or local equal employment opportunity laws, including but not limited to, stating in any advertisement for employment a preference or requirement based on race, color, religion, sex, national origin, age, or disability;
f) with respect to employers that employ four or more employees, that violates the anti-discrimination provision of the Immigration and Nationality Act, including requiring U.S. citizenship or lawful permanent residency (green card status) as a condition for employment, unless otherwise required in order to comply with law, regulation, executive order, or federal, state, or local government contract.
g) that impersonates any person or entity, including, but not limited to, a THE NALA employee, or falsely states or otherwise misrepresents your affiliation with a person or entity (this provision does not apply to Content that constitutes lawful non-deceptive parody of public figures);
h) that includes personal or identifying information about another person without that person's explicit consent;
i) that is false, deceptive, misleading, deceitful, misinformative, or constitutes "bait and switch";
j) that infringes any patent, trademark, trade secret, copyright or other proprietary rights of any party, or Content that you do not have a right to make available under any law or under contractual or fiduciary relationships;
k) that constitutes or contains "affiliate marketing," "link referral code," "junk mail," "spam," "chain letters," "pyramid schemes," or unsolicited commercial advertisement;
l) that constitutes or contains any form of advertising or solicitation if: posted in areas of THE NALA sites which are not designated for such purposes; or emailed to THE NALA users who have not indicated in writing that it is ok to contact them about other services, products or commercial interests.
m) that includes links to commercial services or web sites, except as allowed in "services";
n) that advertises any illegal service or the sale of any items the sale of which is prohibited or restricted by any applicable law, including without limitation items the sale of which is prohibited or regulated by California law;
o) that contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment;
p) that disrupts the normal flow of dialogue with an excessive amount of Content (flooding attack) to the Service, or that otherwise negatively affects other users' ability to use the Service; or
q) that employs misleading email addresses, or forged headers or otherwise manipulated identifiers in order to disguise the origin of Content transmitted through the Service.
Additionally, you agree not to:
r) contact anyone who has asked not to be contacted, or make unsolicited contact with anyone for any commercial purpose;
s) "stalk" or otherwise harass anyone;
t) collect personal data about other users for commercial or unlawful purposes;
u) use automated means, including spiders, robots, crawlers, data mining tools, or the like to download data from the Service - unless expressly permitted by THE NALA;
v) post non-local or otherwise irrelevant Content, repeatedly post the same or similar Content or otherwise impose an unreasonable or disproportionately large load on our infrastructure;
w) post the same item or service in more than one classified category or forum, or in more than one metropolitan area;
x) attempt to gain unauthorized access to THE NALA's computer systems or engage in any activity that disrupts, diminishes the quality of, interferes with the performance of, or impairs the functionality of, the Service or THE NALA website; or
y) use any form of automated device or computer program that enables the submission of postings on THE NALA without each posting being manually entered by the author thereof (an "automated posting device"), including without limitation, the use of any such automated posting device to submit postings in bulk, or for automatic submission of postings at regular intervals;
z) use any form of automated device or computer program ("flagging tool") that enables the use of THE NALA's "flagging system" or other community moderation systems without each flag being manually entered by the person that initiates the flag (an "automated flagging device"), or use the flagging tool to remove posts of competitors, or to remove posts without a good faith belief that the post being flagged violates these TOU.
7. POSTING AGENTS
A "Posting Agent" is a third-party agent, service, or intermediary that offers to post Content to the Service on behalf of others. To moderate demands on THE NALA's resources, you may not use a Posting Agent to post Content to the Service without express permission or license from THE NALA. Correspondingly, Posting Agents are not permitted to post Content on behalf of others, to cause Content to be so posted, or otherwise access the Service to facilitate posting Content on behalf of others, except with express permission or license from THE NALA.
8. NO SPAM POLICY
You understand and agree that sending unsolicited email advertisements to THE NALA email addresses or through THE NALA computer systems, which is expressly prohibited by these Terms, will use or cause to be used servers located in California. Any unauthorized use of THE NALA computer systems is a violation of these Terms and certain federal and state laws, including without limitation the Computer Fraud and Abuse Act (18 U.S.C. Â§ 1030 et seq.), Section 502 of the California Penal Code and Section 17538.45 of the California Business and Professions Code. Such violations may subject the sender and his or her agents to civil and criminal penalties.
9. LIMITATIONS ON SERVICE
You acknowledge that THE NALA may establish limits concerning use of the Service, including the maximum number of days that Content will be retained by the Service, the maximum number and size of postings, email messages, or other Content that may be transmitted or stored by the Service, and the frequency with which you may access the Service. You agree that THE NALA has no responsibility or liability for the deletion or failure to store any Content maintained or transmitted by the Service. You acknowledge that THE NALA reserves the right at any time to modify or discontinue the Service (or any part thereof) with or without notice, and that THE NALA shall not be liable to you or to any third party for any modification, suspension or discontinuance of the Service.
10. ACCESS TO THE SERVICE
THE NALA grants you a limited, revocable, nonexclusive license to access the Service for your own personal use. This license does not include: (a) access to the Service by Posting Agents; or (b) any collection, aggregation, copying, duplication, display or derivative use of the Service nor any use of data mining, robots, spiders, or similar data gathering and extraction tools for any purpose unless expressly permitted by THE NALA.
THE NALA permits you to display on your website, or create a hyperlink on your website to, individual postings on the Service so long as such use is for noncommercial and/or news reporting purposes only (e.g., for use in personal web blogs or personal online media). If the total number of such postings displayed or linked to on your website exceeds one hundred (100) postings, your use will be presumed to be in violation of the TOU, absent express permission granted by THE NALA to do so. You may also create a hyperlink to the home page of THE NALA sites so long as the link does not portray THE NALA, its employees, or its affiliates in a false, misleading, derogatory, or otherwise offensive matter.
THE NALA offers various parts of the Service in RSS format so that users can embed individual feeds into a personal website or blog, or view postings through third party software news aggregators. THE NALA permits you to display, excerpt from, and link to the RSS feeds on your personal website or personal web blog, provided that (a) your use of the RSS feed is for personal, non-commercial purposes only, (b) each title is correctly linked back to the original post on the Service and redirects the user to the post when the user clicks on it, (c) you provide, adjacent to the RSS feed, proper attribution to 'THE NALA' as the source, (d) your use or display does not suggest that THE NALA promotes or endorses any third party causes, ideas, web sites, products or services, (e) you do not redistribute the RSS feed, and (f) your use does not overburden THE NALA's systems. THE NALA reserves all rights in the content of the RSS feeds and may terminate any RSS feed at any time.
Use of the Service beyond the scope of authorized access granted to you by THE NALA immediately terminates said permission or license. In order to collect, aggregate, copy, duplicate, display or make derivative use of the Service or any Content made available via the Service for other purposes (including commercial purposes) not stated herein, you must first obtain a license from THE NALA.
11. TERMINATION OF SERVICE
You agree that THE NALA, in its sole discretion, has the right (but not the obligation) to delete or deactivate your account, block your email or IP address, or otherwise terminate your access to or use of the Service (or any part thereof), immediately and without notice, and remove and discard any Content within the Service, for any reason, including, without limitation, if THE NALA believes that you have acted inconsistently with the letter or spirit of the TOU. Further, you agree that THE NALA shall not be liable to you or any third-party for any termination of your access to the Service. Further, you agree not to attempt to use the Service after said termination.
12. PROPRIETARY RIGHTS
The Service is protected to the maximum extent permitted by copyright laws and international treaties. Content displayed on or through the Service is protected by copyright as a collective work and/or compilation, pursuant to copyrights laws, and international conventions. Any reproduction, modification, creation of derivative works from or redistribution of the site or the collective work, and/or copying or reproducing the sites or any portion thereof to any other server or location for further reproduction or redistribution is prohibited without the express written consent of THE NALA. You further agree not to reproduce, duplicate or copy Content from the Service without the express written consent of THE NALA, and agree to abide by any and all copyright notices displayed on the Service. You may not decompile or disassemble, reverse engineer or otherwise attempt to discover any source code contained in the Service. Without limiting the foregoing, you agree not to reproduce, duplicate, copy, sell, resell or exploit for any commercial purposes, any aspect of the Service. THE NALA is a registered mark in the U.S. Patent and Trademark Office.
Although THE NALA does not claim ownership of content that its users post, by posting Content to any public area of the Service, you automatically grant, and you represent and warrant that you have the right to grant, to THE NALA an irrevocable, perpetual, non-exclusive, fully paid, worldwide license to use, copy, perform, display, and distribute said Content and to prepare derivative works of, or incorporate into other works, said Content, and to grant and authorize sublicenses (through multiple tiers) of the foregoing. Furthermore, by posting Content to any public area of the Service, you automatically grant THE NALA all rights necessary to prohibit any subsequent aggregation, display, copying, duplication, reproduction, or exploitation of the Content on the Service by any party for any purpose.
13. DISCLAIMER OF WARRANTIES
YOU AGREE THAT USE OF THE NALA SITE AND THE SERVICE IS ENTIRELY AT YOUR OWN RISK. THE NALA SITE AND THE SERVICE ARE PROVIDED ON AN "AS IS" OR "AS AVAILABLE" BASIS, WITHOUT ANY WARRANTIES OF ANY KIND. ALL EXPRESS AND IMPLIED WARRANTIES, INCLUDING, WITHOUT LIMITATION, THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT OF PROPRIETARY RIGHTS ARE EXPRESSLY DISCLAIMED TO THE FULLEST EXTENT PERMITTED BY LAW. TO THE FULLEST EXTENT PERMITTED BY LAW, THE NALA DISCLAIMS ANY WARRANTIES FOR THE SECURITY, RELIABILITY, TIMELINESS, ACCURACY, AND PERFORMANCE OF THE NALA SITE AND THE SERVICE. TO THE FULLEST EXTENT PERMITTED BY LAW, THE NALA DISCLAIMS ANY WARRANTIES FOR OTHER SERVICES OR GOODS RECEIVED THROUGH OR ADVERTISED ON THE NALA SITE OR THE SITES OR SERVICE, OR ACCESSED THROUGH ANY LINKS ON THE NALA SITE. TO THE FULLEST EXTENT PERMITTED BY LAW, THE NALA DISCLAIMS ANY WARRANTIES FOR VIRUSES OR OTHER HARMFUL COMPONENTS IN CONNECTION WITH THE THE NALA SITE OR THE SERVICE. Some jurisdictions do not allow the disclaimer of implied warranties. In such jurisdictions, some of the foregoing disclaimers may not apply to you insofar as they relate to implied warranties.
14. LIMITATIONS OF LIABILITY
UNDER NO CIRCUMSTANCES SHALL THE NALA BE LIABLE FOR DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES (EVEN IF THE NALA HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), RESULTING FROM ANY ASPECT OF YOUR USE OF THE NALA SITE OR THE SERVICE, WHETHER THE DAMAGES ARISE FROM USE OR MISUSE OF THE NALA SITE OR THE SERVICE, FROM INABILITY TO USE THE NALA SITE OR THE SERVICE, OR THE INTERRUPTION, SUSPENSION, MODIFICATION, ALTERATION, OR TERMINATION OF THE NALA SITE OR THE SERVICE. SUCH LIMITATION SHALL ALSO APPLY WITH RESPECT TO DAMAGES INCURRED BY REASON OF OTHER SERVICES OR PRODUCTS RECEIVED THROUGH OR ADVERTISED IN CONNECTION WITH THE NALA SITE OR THE SERVICE OR ANY LINKS ON THE NALA SITE, AS WELL AS BY REASON OF ANY INFORMATION OR ADVICE RECEIVED THROUGH OR ADVERTISED IN CONNECTION WITH THE NALA SITE OR THE SERVICE OR ANY LINKS ON THE NALA SITE. THESE LIMITATIONS SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW. In some jurisdictions, limitations of liability are not permitted. In such jurisdictions, some of the foregoing limitation may not apply to you.
You agree to indemnify and hold THE NALA, its officers, subsidiaries, affiliates, successors, assigns, directors, officers, agents, service providers, suppliers and employees, harmless from any claim or demand, including reasonable attorney fees and court costs, made by any third party due to or arising out of Content you submit, post or make available through the Service, your use of the Service, your violation of the TOU, your breach of any of the representations and warranties herein, or your violation of any rights of another.
16. VIOLATION OF TERMS AND LIQUIDATED DAMAGES
Please report any violations of the TOU, by flagging the posting(s) for review, or by emailing to: email@example.com.
Our failure to act with respect to a breach by you or others does not waive our right to act with respect to subsequent or similar breaches.
You understand and agree that, because damages are often difficult to quantify, if it becomes necessary for THE NALA to pursue legal action to enforce these Terms, you will be liable to pay THE NALA the following amounts as liquidated damages, which you accept as reasonable estimates of THE NALA’s damages for the specified breaches of these Terms:
a. If you post a message that (1) impersonates any person or entity; (2) falsely states or otherwise misrepresents your affiliation with a person or entity; or (3) that includes personal or identifying information about another person without that person's explicit consent, you agree to pay THE NALA one thousand dollars ($1,000) for each such message. This provision does not apply to Content that constitutes lawful non-deceptive parody of public figures.
b. If THE NALA establishes limits on the frequency with which you may access the Service, or terminates your access to or use of the Service, you agree to pay THE NALA one hundred dollars ($100) for each message posted in excess of such limits or for each day on which you access THE NALA in excess of such limits, whichever is higher.
c. If you send unsolicited email advertisements to THE NALA email addresses or through THE NALA computer systems, you agree to pay THE NALA twenty five dollars ($25) for each such email.
d. If you post Content in violation of the TOU, other than as described above, you agree to pay THE NALA one hundred dollars ($100) for each Item of Content posted. In its sole discretion, THE NALA may elect to issue a warning before assessing damages.
e. If you are a Posting Agent that uses the Service in violation of the TOU, in addition to any liquidated damages under clause (d), you agree to pay THE NALA one hundred dollars ($100) for each and every Item you post in violation of the TOU. A Posting Agent will also be deemed an agent of the party engaging the Posting Agent to access the Service (the "Principal"), and the Principal (by engaging the Posting Agent in violation of the TOU) agrees to pay THE NALA an additional one hundred dollars ($100) for each Item posted by the Posting Agent on behalf of the Principal in violation of the TOU.
f. If you aggregate, display, copy, duplicate, reproduce, or otherwise exploit for any purpose any Content (except for your own Content) in violation of these Terms without THE NALA's express written permission, you agree to pay THE NALA three thousand dollars ($3,000) for each day on which you engage in such conduct.
Otherwise, you agree to pay THE NALA's actual damages, to the extent such actual damages can be reasonably calculated. Notwithstanding any other provision of these Terms, THE NALA retains the right to seek the remedy of specific performance of any term contained in these Terms, or a preliminary or permanent injunction against the breach of any such term or in aid of the exercise of any power granted in these Terms, or any combination thereof.
Terms of Service Agreement
Last updated: July 8, 2013
1. What We Own
All material and services available on the Site, and all material and services provided by or through the NALA, its affiliates, subsidiaries, employees, agents, licensors or other commercial partners including, but not limited to, software, all informational text, software documentation, design of and "look and feel," layout, photographs, graphics, audio, video, messages, interactive and instant messaging, design and functions, files, documents, images, or other materials, whether publicly posted or privately transmitted as well as all derivative works thereof (collectively, the "Materials"), are owned by us or other parties that have licensed their material or provided services to us, and are protected by copyright, trademark, trade secret and other intellectual property laws. All the NALA trademarks and service marks, logos, slogans and taglines are the property of the NALA. All other trademarks, service marks, logos, slogans and taglines are the property of their respective owners. Except as otherwise specifically provided herein, nothing should be construed as granting any license or right to use any trademarks, service marks, logos, slogans or taglines displayed on the NALAwithout our express written permission, or the express written permission of such third-party that may own the trademark, service mark, logo, slogan or tagline.
2. Rights to Use What We Own
Subject to this Agreement, the NALA hereby grants you a limited, revocable, non-transferable and non-exclusive license to use the Materials through a user identification reference provided by the NALA (“User ID”) to the extent, and only to the extent, necessary to access and use the Services in accordance with the terms of this Agreement. This license does not permit you, and you agree not to: store, copy, reproduce, republish, modify, upload, post, translate, scrape, rent, lease, loan, sell, distribute, transfer, transmit, display, decompile, reverse engineer, reverse assemble, decipher or otherwise attempt to discover any programming code or any source code used in or with the Materials or otherwise distribute in any way the Materials other than as specifically permitted in this Agreement. You may not sell, assign, sublicense, grant a security interest in or otherwise attempt to transfer any right in the Materials, create derivative works based on or in any manner commercially exploit the Materials, in whole or in part, other than as expressly permitted in this Agreement. Any use of the Materials for any purpose other than as specifically permitted herein or without our prior consent or the prior written consent of our licensors, as applicable, is expressly prohibited. We reserve all rights not expressly granted in this Agreement.
We will provide you one User ID for each account held by you, thereby permitting you access to the Materials on one computer at a time through the Site. You agree to fully and accurately provide the information requested by us when setting up your accounts and to regularly update such information. Your failure to do so may result in the cancelation of your account and loss of Services. You further agree (a) not to provide User IDs to anyone who is not your employee, and (b) to ensure all individuals permitted to use the User IDs are aware of and have agreed in writing to comply with the terms of this Agreement.
As part of the Services, we may provide you a sample website which may be populated with sample content provided by us to illustrate how your final site might look (“Sample Content”). You agree that you will not make this Sample Content publicly available and that you will remove all Sample Content from your site before permitting any third party users to access or view your site.
3. What You Provide to Us
You are legally responsible for all information, data, text, software, music, sound, photographs, graphics, video, messages or other materials uploaded, posted or stored in connection with your use of the Services (“Content”). the NALA is not responsible for your Content. You hereby grant the NALA a worldwide, royalty-free, non-exclusive license to host and use the Content in order to provide you with the Services and hereby represent and warrant that you have all the rights necessary to grant us such license. You are responsible for any Content that may be lost or unrecoverable through your use of the Services. You are encouraged to archive your Content regularly and frequently.
4. Giving Us Access to Other Accounts and Services
Some of our Services may require you to give us access to or require you to provide login information and password information for accounts or services you may have with third party providers. When you provide this information to us or give us access to these third party accounts you agree that you have read all contracts and written agreements governing such access, login information and passwords and that you have all the necessary contractual and legal rights to give us such access, login information and passwords.
5. Comments and Feedback
Any questions, comments, suggestions, ideas, feedback, or other information provided by you to us (“Comments”) are not confidential and you hereby grant us a worldwide, perpetual, irrevocable, royalty-free license to reproduce, display, perform, distribute, publish, modify, edit or otherwise use such Comments as we deem appropriate, for any and all commercial and/or non-commercial purposes, in our sole discretion.
6. Monitoring What You Provide Us
the NALA may, but has no obligation to, monitor Content on the Site or websites created using our Services. We may disclose any information necessary or appropriate to satisfy our legal obligations, protect the NALA or its customers, or operate the Services properly. the NALA, in its sole discretion, may refuse to post, remove, or require you to remove, any Content, in whole or in part, alleged to be unacceptable, undesirable, inappropriate, or in violation of this Agreement. the NALA may, in its discretion, also require you to place all or any portion of the Content behind password protection. If the NALA has requested Content be placed or has placed Content behind password protection, you may not publish the password or similar information in any way that limits the effectiveness of the password. If the NALA requests that you place any Content behind password protection and you fail to do so promptly, the NALA may (a) place such Content behind password protection itself, or (b) immediately terminate this Agreement.
7. Copyright Complaint Policy
If you believe any Materials infringe your copyrighted works, you may provide a notification of claimed copyright infringement to our Designated Agent for copyright complaints. Please see our Copyright Complaint Policy for further information.
You agree to all of the following:
You hereby certify that you are at least 18 years of age.
You will ensure the email address provided in your account registration is valid at all times and will keep your contact information accurate and up-to-date.
You will not use the Services or Materials for any unlawful purposes or to conduct any unlawful activity, including, but not limited to, fraud, embezzlement, money laundering or insider trading.
You will not use the Services or Materials if you are located in a country embargoed by the U.S., or are on the U.S. Treasury Department's list of Specially Designated Nationals.
You will not use the Services or Materials to impersonate another person.
You will not imply or state, directly or indirectly, that you are affiliated with or endorsed by the NALA without our express written permission.
You may not send unsolicited messages (also known as junk mail or SPAM) to promote any website published on the Site.
You may not upload, post, email, transmit or otherwise make available or initiate any Content that contains software viruses, worms, Trojan horses or any other computer code, files or programs that interrupt, destroy or limit the functionality of the Services or the Materials or that may impact the ability of any the NALA user to access the Services.
You will not access the Services through automated methods. The Services may only be used or accessed through an electronic device through manual control at all times.
You may not upload individual files larger than 20MB.
You may not send messages using the Services which do not correctly identify the sender and you may not alter the attribution of origin in electronic mail messages or postings.
You will not share your password, let anyone else access your account, or do anything that might jeopardize the security of your account. You will not attempt to or actually access the Services or Materials by any means other than through the interfaces provided by the NALA.
You will not attempt to or actually override any security component included in or underlying the Materials or Services.
You will not attempt or engage in any action that directly or indirectly interferes with the proper working of or places an unreasonable load on the NALA’s infrastructure.
You will not publish, Content, or links to Content, that is:
Pornographic, sexually explicit, or violent.
Illegal (including stolen copyrighted material and material that infringes or has the potential to infringe the intellectual property rights of another).
Reasonably likely to cause harm, or that could be reasonably considered as slanderous or libelous.
Breaches another’s privacy.
the NALA may determine in its sole discretion whether or not an account is in violation of any of these policies. Violation of any of these policies may result in user information tracking with such information being stored to identify the offending user. Offending users may be permanently restricted from holding an account or using the Services. If the NALA reasonably determines that your account is being used for illegal or fraudulent activity then your account may be immediately terminated and your financial data erased. We may also report you to law enforcement officials in the appropriate jurisdictions.
9. Selling Through the NALA
You may not offer or sell illegal or potentially illegal Commercial Products, including those that are counterfeited, stolen or fraudulent. Commerical Products sold using the Services must comply with all applicable laws, including Commercial Products sold to individuals outside of the U.S. Items identified as “not for distribution within the United States” may not be sold using the Services.
You may not offer or sell Commercial Products that infringe or have the potential to infringe the intellectual property rights or proprietary rights of another.
You may not offer or sell any Commercial Products that we, in our discretion, determine are inappropriate, offensive, pornographic, sexually explicit or violent.
You may not offer or sell any Commercial Products that are manufactured as, or primarily intended to be used as, weapons, including firearms, restricted devices or ammunition. We reserve the right to determine, in our sole discretion, whether Commercial Products constitutes “weapons” for purposes of this Agreement.
You may not offer or sell any Commercial Products that infringe upon or have the potential to infringe upon an individual’s privacy or that may be libelous, slanderous or otherwise defamatory.
You may not use images or names of any third party (including notable personalities or celebrities) when offering or selling Commercial Products without first obtaining that third party’s permission.
Without limiting anything else in this Agreement, we may immediately remove Content related to the offer or sale of Commercial Products in violation of this Agreement. If you sell a Commercial Product using our Services, then you must, upon our request, (i) use commercially reasonable efforts to stop the delivery of the Commercial Products to the buyer, or (ii) pay a refund for such Commercial Products to the buyer.
You may agree to a one (1) month or twelve (12) month contract agreement with the NALA.
You can opt to upgrade or downgrade your service agreement to any other contract agreement that the NALA is currently offering for sale at any time during your contract term. In the event of a contract downgrade, a discount credit will be issued to your the NALA account for the difference in the cost of the two contracts over the remainder of your original contract term. This credit can be applied to future months of service with the NALA, and is in no way transferable to a cash refund.
At the end of the contract term, your contract will automatically renew for an additional contract term until explicitly canceled by you. Cancelation must be issued via your Dashboard or via the NALA's support addresses. Any cancelation issued via your Dashboard must be done at least one (1) day prior to the end of the contract term. Any cancelation not issued via the Dashboard must be done three (3) days prior to the end of the contract term to allow for adequate processing time.
Only Services and features clearly indicated as "free" or "no charge" are free or without charge. It is not the responsibility of the NALA to provide free support for you in the use and operation of the NALA. All other applications, features, functionality and support provided by the NALA and its partners are provided for the fees described for each service on the Site (“Fees”) and you are liable for such Fees.
If you purchase any Services that we offer for a Fee, you agree to the NALA, or our third party service providers, storing your payment card information. You expressly agree that we are authorized to charge you (i) a monthly Fee for any applicable Services billed on a monthly basis, (ii) any other Fees for Services you may purchase, and (iii) any applicable taxes in connection with your use of the Services to the payment card you provide and to reimburse us for all collection costs and interest for any overdue amounts. If the payment card you provide expires and you do not provide new payment card information or cancel your account, you authorize us to continue billing you and you agree to remain responsible for any uncollected Fees.
You take full responsibility for all taxes and fees of any nature associated with Services, including any sales tax related to the purchase or sale of Commercial Products. the NALA shall not be liable for any taxes or other fees to be paid in accordance with or related to the Commercial Products. When purchasing or selling Commercial Products, it is your responsibility to determine whether or not sales taxes apply to a transaction and to collect, report and remit the correct amounts to the appropriate authority. Any tools provided as Materials or in connection with the Services indicating estimated taxes due are for illustration purposes only.
Services may be terminated by us, without cause, at any time.
Services may be terminated by you, without cause, by following the cancelation procedures set forth in Section 10(c).
the NALA may terminate Services at any time, without penalty and without notice, if you fail to comply with any of the terms of this Agreement or the intellectual property protections applicable to these Services.
Notice of termination of Services by the NALA may be sent to the contact e-mail associated with your account. Upon termination, the NALA has the right to delete all data, files, or other information that is stored in your account.
13. ERRORS AND ACCESS TO SITE
YOU ARE SOLELY RESPONSIBLE FOR THE ACCURACY AND APPROPRIATENESS OF ALL DATA AND CONTENT WITHIN YOUR WEBSITE; INCLUDING SALES TAX CALCULATIONS, PRODUCT PRICING, AND PRODUCT DESCRIPTIONS, SHIPPING CHARGES, CONTACT INFORMATION, EMAIL COMMUNICATIONS, AND ELECTRONIC PAYMENT PROCESSING. the NALA WILL NOT BE HELD RESPONSIBLE FOR INACCURATE INFORMATION AND ANY POTENTIAL DAMAGES CAUSED BY SUCH INACCURACIES. YOU FURTHER UNDERSTAND THAT the NALA MAY NOT MAINTAIN COPIES OF FILES OR DOCUMENTS THAT ARE SENT BY YOU AND THAT YOU ARE SOLELY RESPONSIBLE FOR BACKING UP THIS DATA.
14. Links to Third Party Websites; No Implied Endorsement
The Site may contain links to other websites owned by third parties. Please note that when you click on any of these links, you are entering another website for which we have no responsibility or control. You agree that we shall not be responsible for any loss or damage of any sort incurred as a result of any such links or as the result of the presence of such links on the Site. In no event shall any reference to any third party, third party website or third party product or service be construed as an approval or endorsement by us of that third party, third party website or of any product or service provided by a third party.
15. DISCLAIMER OF WARRANTY
THE SITE, SERVICES AND MATERIALS ARE PROVIDED “AS IS,” “AS AVAILABLE,” “WITH ALL FAULTS” AND WITHOUT ANY WARRANTY OF ANY KIND, EXPRESS OR IMPLIED. TO THE FULLEST EXTENT PERMISSIBLE UNDER APPLICABLE LAW, the NALA AND ITS LICENSORS DISCLAIM ALL WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF TITLE, MERCHANTIBILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. WITHOUT LIMITING THE FOREGOING, NEITHER the NALA NOR ITS LICENSORS WARRANT THAT ACCESS TO THE SITE, THE MATERIALS AND/OR THE SERVICES AVAILABLE ON OR THROUGH THE SITE WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT DEFECTS, IF ANY, WILL BE CORRECTED; NOR DOES the NALA OR ITS LICENSORS MAKE ANY REPRESENTATIONS ABOUT THE ACCURACY, RELIABILITY, CURRENCY, QUALITY, COMPLETENESS, USEFULNESS, PERFORMANCE, SECURITY, LEGALITY OR SUITABILITY OF THE SERVICES, THE MATERIALS OR THE SITE. YOU EXPRESSLY AGREE THAT YOUR USE OF THE SITE AND YOUR RELIANCE UPON THE SERVICES AND/OR THE MATERIALS IS AT YOUR SOLE RISK. IN ADDITION, the NALA IS NOT RESPONSIBLE, AND MAKES NO REPRESENTATIONS OR WARRANTIES FOR THE DELIVERY OF ANY MESSAGES (SUCH AS EMAILS, POSTING OF ANSWERS OR TRANSMISSION OF ANY OTHER USER GENERATED CONTENT) SENT THROUGH THE SITE TO ANYONE.
IN ADDITION, YOU ACKNOWLEDGE AND AGREE THAT ANY DATA, INFORMATION, CONTENT OR MATERIALS CONTAINED IN OR MADE AVAILABLE IN CONNECTION WITH THE SERVICES IS NOT INTENDED AS A SUBSTITUTE FOR, THE KNOWLEDGE, EXPERTISE, SKILL AND JUDGMENT TAX, LEGAL OR OTHER PROFESSIONALS. THE SERVICES DO NOT PROVIDE TAX OR LEGAL ADVICE. YOU ARE RESPONSIBLE FOR OBTAINING SUCH ADVICE.
FURTHER, the NALA AND ITS LICENSORS MAKE NO REPRESENTATION OR WARRANTIES THAT THE SERVICES OR THE MATERIALS OR THE SITE ARE APPROPRIATE OR AVAILABLE FOR USE IN ALL GEOGRAPHIC LOCATIONS. IF YOU USE THE SITE, THE SERVICES OR THE MATERIALS OUTSIDE THE UNITED STATES OF AMERICA, YOU ARE SOLELY RESPONSIBLE FOR COMPLIANCE WITH ALL APPLICABLE LAWS, INCLUDING WITHOUT LIMITATION EXPORT AND IMPORT REGULATIONS OF OTHER COUNTRIES. NEITHER the NALA NOR ANY THIRD PARTY PROVIDERS, PARTNERS OR AFFILIATES WARRANT THAT THE SITE,ITS SERVERS THE MATERIALS OR THE SERVICES OR ANY E-MAIL SENT FROM THE SITE OR ANY THIRD PARTY PROVIDERS, PARTNERS OR AFFILIATES ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.
THIS AGREEMENT APPLIES SOLELY TO THE SITE. AS PART OF THE SERVICES PROVIDED TO OTHER the NALA USERS, WE HOST WEBSITES FOR CERTAIN THIRD PARTIES (“THIRD PARTY SITES”). THIRD PARTY SITES INCLUDE CONTENT GENERATED BY THIRD PARTIES AND ARE NOT UNDER THE MANAGEMENT AND CONTROL OF the NALA. the NALA IS NOT RESPONSIBLE FOR SUCH THIRD PARTY SITES, INCLUDING WITHOUT LIMITATION, THE ACCURACY, SUFFICIENCY, CORRECTNESS, RELIABILITY, VERACITY, COMPLETENESS OR TIMELINESS THEREOF, ANY LINK CONTAINED THEREIN, OR ANY CHANGES OR UPDATES THERETO, OR ANY GOODS OR SERVICES SOLD THEREON. YOUR ACCESS OR USE OF ANY THIRD PARTY SITE IS GOVERNED BY THE TERMS APPLICABLE TO SUCH THIRD PARTY SITE. THE HOSTING OF ANY THIRD PARTY SITE BY the NALA DOES NOT IMPLY AN ENDORSEMENT THEREOF BY the NALA, OR OF THE PROVIDER OF SUCH CONTENT OR SERVICES, OF ANY THIRD PARTY SITE.
16. LIMITATION OF LIABILITY
WE ARE NOT LIABLE TO YOU OR ANY OTHER PERSON FOR DAMAGES OF ANY KIND, INCLUDING WITHOUT LIMITATION ANY PUNITIVE, EXEMPLARY, CONSEQUENTIAL, INCIDENTAL, INDIRECT OR SPECIAL DAMAGES (INCLUDING, WITHOUT LIMITATION, ANY PERSONAL INJURY, LOST PROFITS, BUSINESS INTERRUPTION, LOSS OF PROGRAMS OR OTHER DATA ON YOUR COMPUTER OR OTHERWISE) ARISING FROM OR IN CONNECTION WITH USE OF THE SITE, THE SERVICES, THE MATERIALS, YOUR CONTENT, THE COMMERCIAL PRODUCTS OR ANY THIRD PARTY USER GENERATED CONTENT AVAILABLE ON OR THROUGH THE SITE, WHETHER UNDER A THEORY OF BREACH OF CONTRACT, NEGLIGENCE, STRICT LIABILITY, MALPRACTICE OR OTHERWISE, EVEN IF the NALA HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. YOU HEREBY RELEASE the NALA AND HOLD the NALA AND ITS PARENTS, SUBSIDIARIES, AFFILIATES, LICENSORS, AND THEIR OFFICERS, DIRECTORS, TRUSTEES, AFFILIATES, SUBCONTRACTORS, AGENTS AND EMPLOYEES, HARMLESS FROM ANY AND ALL CLAIMS, DEMANDS, AND DAMAGES OF EVERY KIND AND NATURE (INCLUDING, WITHOUT LIMITATION, ACTUAL, SPECIAL, INCIDENTAL AND CONSEQUENTIAL), KNOWN AND UNKNOWN, SUSPECTED AND UNSUSPECTED, DISCLOSED AND UNDISCLOSED, ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE USE OF THE SERVICES, MATERIALS, SITE, YOUR CONTENT, COMMERCIAL PRODUCTS OR ANY THIRD PARTY USER GENERATED CONTENT AVAILABLE ON OR THROUGH THE SITE. YOU HEREBY WAIVE THE PROVISIONS OF ANY STATE OR LOCAL LAW LIMITING OR PROHIBITING A GENERAL RELEASE.
17. EXCLUSIVE REMEDY
IN THE EVENT OF ANY PROBLEM WITH THE SITE, THE SERVICES, THE MATERIALS, YOU AGREE THAT YOUR SOLE AND EXCLUSIVE REMEDY IS TO CEASE USING THE SITE, THE SERVICES AND THE MATERIALS. UNDER NO CIRCUMSTANCES SHALL the NALA, ITS AFFILIATES, OR LICENSORS BE LIABLE IN ANY WAY FOR YOUR USE OF THE SITE, THE SERVICES, THE MATERIALS, YOUR CONTENT, THE COMMERCIAL PRODUCTS OR THIRD PARTY USER GENERATED CONTENT AVAILABLE ON OR THROUGH THE SITE, INCLUDING, BUT NOT LIMITED TO, ANY ERRORS OR OMISSIONS, ANY INFRINGEMENT OF THE INTELLECTUAL PROPERTY RIGHTS OR OTHER RIGHTS OF THIRD PARTIES, OR FOR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF, OR RELATED TO, THE USE OF THE SITE, THE SERVICES, THE MATERIALS, YOUR CONTENT, THE COMMERCIAL PRODUCTS OR ANY THIRD PARTY USER GENERATED CONTENT AVAILABLE ON OR THROUGH THE SITE. Certain states and/or jurisdictions do not allow the exclusion of implied warranties or limitation of liability for incidental or consequential damages, so the exclusions set forth above may not apply to you.
We may modify, replace, refuse access to, suspend or discontinue the Services, partially or entirely, or add, change and modify prices for all or part of the Services for you or for all our users at any time and in our sole discretion. All of these changes shall be effective upon their posting on the Site or by direct communication to you unless otherwise noted. We further reserve the right to withhold, remove and or discard any content available as part of your account, with or without notice if deemed by us to be contrary to this Agreement. For avoidance of doubt, the NALA has no obligation to store, maintain or provide you a copy of any content that you or other users provide when using the Services.
You agree to indemnify, hold harmless, and defend the NALA and its licensors, suppliers, officers, directors, employees, agents, affiliates, subsidiaries, successors and assigns (collectively "Indemnified Parties") from and against any and all liability, loss, claim, damages, expense, or costs (including but not limited to attorneys' fees), incurred by or made against the Indemnified Parties in connection with any claim arising from or related to (i) your use (or anyone using your account’s) use of the Services, the Site or the Materials, (ii) your Content, or (iii) any Commercial Products you offer on or through the Site or using our Services. This includes, but is not limited to, any breach or violation of this Agreement by you or anyone utilizing your account. You agree to fully cooperate at your expense as reasonably required by an Indemnified Party. Each Indemnified Party may, at its election, assume the defense and control of any matter for which it is indemnified hereunder. You shall not settle any matter involving an Indemnified Party without the consent of the applicable Indemnified Party.
We reserve the right, in our sole discretion, to modify or replace any part of this Agreement at any time. It is your responsibility to check this Agreement periodically for changes. Your continued use of or access to the Services following the posting of any changes to this Agreement constitutes acceptance of those changes. We may also, in the future, offer new services and/or features through Site (including, the release of new tools and resources). Such new features and/or services shall be subject to the terms and conditions of this Agreement.
The formation, interpretation and performance of this Agreement and any disputes arising out of it shall be governed by the substantive and procedural laws of the state of California without regard to its rules on conflicts or choice of law and, to the extent applicable, the laws of the United States of America. The exclusive jurisdiction and venue for actions related to the subject matter hereof shall be the state and federal courts located in Los Angeles County, California, and you hereby submit to the personal jurisdiction of such courts. You hereby waive any right to a jury trial in any proceeding arising out of or related to this Agreement. The United Nations Convention on Contracts for the International Sale of Goods does not apply to this Agreement.